Specific performance upheld where no illegality was proved and the plaintiff showed readiness and willingness to perform the contract.

An agreement for sale was not treated as void for public policy or illegality because the unlawful object was not clearly established, full disclosure of the connected arrangements was shown, and there was no reliable basis to treat the transaction as a sham or to doubt the authority of the company's representative. The Court also found that the plaintiff had the capacity to pay and remained ready and willing to perform, satisfying the equitable requirements for specific performance. In the absence of any equitable reason to refuse relief, the decree for specific performance was upheld.

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Issues: Whether the agreement for sale was unenforceable as a tainted transaction opposed to public policy and hit by illegality, and whether the plaintiff had established readiness and willingness so as to justify specific performance.

Analysis: The agreement was examined in the light of Sections 23 and 24 of the Indian Contract Act, 1872 and the equitable principles governing specific performance under Sections 16(c) and 20 of the Specific Relief Act, 1963. The Court found that the material on record showed full disclosure of the connected agreements, no convincing basis to treat the arrangement as a sham designed to evade law, and no reliable ground to hold that the company's authorised representative lacked authority in view of the corporate resolution. It was also found that the plaintiff had the capacity to pay and had remained ready and willing to perform the contract. In these circumstances, the discretion to refuse specific performance was not warranted.

Conclusion: The agreement was not held unenforceable on the ground of public policy or illegality, and the plaintiff was held entitled to specific performance.

Final Conclusion: The appellate court's decree for specific performance was upheld, and the challenge to the grant of relief failed.

Ratio Decidendi: A contract will not be denied enforcement on a plea of public policy or illegality unless the unlawful object is clearly established, and specific performance will be granted where the plaintiff proves readiness and willingness and the court finds no equitable reason to refuse relief.

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